Terms of Service and Conditions of Use

1.1 These Terms of Service and Conditions of Use ("Terms") govern access to and use of:

• a. the KleipData website;
• b. the KleipData customer portal;
• c. the KleipData developer portal;
• d. KleipData application programming interfaces ("APIs");
• e. data search, verification, intelligence, enrichment, reporting and related services;
• f. sandbox, test and demonstration environments;
• g. reports, exports, evidence records and other outputs generated through KleipData; and
• h. any other KleipData service that refers to or incorporates these Terms,

together referred to as the "Services".

1.2 KleipData is a business-to-business and organisational service. The Services are intended for companies, public authorities, charities, professional organisations and other bodies acting in the course of business, public administration or organisational activity.

1.3 The Services are not intended to be purchased or used by individuals acting wholly or mainly for personal, family or household purposes.

1.4 By creating an account, accepting an Order Form, clicking to accept these Terms, accessing production Services, generating or using an API credential, or otherwise using the Services, the Customer agrees to be bound by these Terms.

1.5 If an individual accepts these Terms on behalf of an organisation, that individual confirms that they have authority to bind that organisation.

2.1 KleipData is operated by:

Computerko Limited 27 Old Gloucester Street London WC1N 3AX United Kingdom

Company Registration Number: 11125670

Registered in England and Wales.

2.2 References in these Terms to "KleipData", "we", "us" or "our" mean Computerko Limited trading through the KleipData service.

2.3 Service and support enquiries may be sent to:

support@kleipdata.co.uk

2.4 Information about contacting KleipData for commercial, procurement and other enquiries is available on the Contact page of the KleipData website.

In these Terms:

"Account" means an account through which an Organisation accesses the Services.

"API" means any KleipData application programming interface made available to a Customer.

"API Application" means a software application, system, integration or machine-to-machine service registered by a Customer to use an API.

"API Credential" means an API key, OAuth credential, token, client secret or other credential issued to permit programmatic access to the Services.

"Authorised User" means an individual authorised by the Customer to access the Services.

"Customer" means the Organisation entering into the Agreement with KleipData.

"Customer Content" means information, records, references, files, identifiers, notes, instructions or other material submitted to KleipData by or for the Customer.

"Customer Data" means Customer Content and other information relating to the Customer’s use of the Services, but does not automatically include all Service Data.

"Data Protection Laws" means all applicable UK laws relating to privacy and processing of personal data, including the UK GDPR, the Data Protection Act 2018, the Data (Use and Access) Act 2025 and the Privacy and Electronic Communications Regulations 2003, in each case as amended, replaced or supplemented.

"Data Services" means any Services through which the Customer searches, receives, verifies, enriches, accesses or otherwise processes Service Data.

"Data Use Schedule" means Schedule 1 to these Terms and any service-specific, dataset-specific or Customer-specific conditions relating to use of Service Data.

"Documentation" means documentation, technical material, API specifications, instructions and guidance made available by KleipData.

"KleipData Platform" means the software, portals, APIs, applications, databases, orchestration components, interfaces and related systems used to provide the Services.

"Organisation" means the legal entity, public body, charity or other organisational Customer to which an Account belongs.

"Order Form" means a quotation, order, statement of work, online order, procurement document or other document accepted by KleipData that identifies Services, fees, quantities, entitlements or commercial terms.

"Permitted Purpose" means a legitimate organisational purpose for which the relevant Service and Service Data may lawfully be used under these Terms, the Customer’s entitlement, applicable law and any Dataset-Specific Terms.

"Production Environment" means an environment through which real production Services or Service Data may be accessed.

"Sandbox" means a testing or development environment that normally uses synthetic, demonstration or non-production data.

"Search" means a request made through the Platform or an API to locate, verify, match, enrich or otherwise obtain information.

"Search Result" means information returned as the result of a Search.

"Service Data" means Search Results, verification results, identity or residency information, address information, property information, corporate information, contact information, evidence records, dataset-derived information, reports and other licensed or permitted information supplied through the Services.

"Service Plan" means the particular package, plan or configuration under which the Customer receives the Services.

"Supplier" means a third party whose data, software, infrastructure, services or other facilities are used by KleipData to provide any part of the Services.

"Usage" means the Customer’s consumption of Searches, API calls, verification requests, reports, records, units, credits or other measurable Services.

4.1 The agreement between KleipData and the Customer ("Agreement") may consist of:

• a. an Order Form;
• b. these Terms;
• c. the Data Use Schedule;
• d. the API Terms in Schedule 2;
• e. any Data Protection Schedule or Data Processing Addendum;
• f. the KleipData Acceptable Use Policy;
• g. the KleipData Privacy Policy;
• h. Dataset-Specific Terms;
• i. an NDA or confidentiality agreement; and
• j. any statement of work or service-specific document expressly incorporated into the Agreement.

4.2 The documents should be read together.

4.3 If there is a conflict:

• a. a specifically negotiated and signed Order Form takes precedence for the commercial matter it expressly addresses;
• b. Dataset-Specific Terms take precedence in relation to restrictions imposed upon a particular dataset;
• c. the Data Protection Schedule takes precedence in relation to controller/processor obligations concerning the personal data it governs;
• d. the API Terms take precedence in relation to technical use of the API;
• e. an NDA takes precedence in relation to Confidential Information, but does not remove rights expressly granted in relation to Service Data; and
• f. these Terms apply in all other cases.

4.4 A purchase order or Customer procurement document does not amend the Agreement merely because KleipData accepts or processes it. Additional Customer terms apply only where expressly accepted in writing by KleipData.

5.1 Access to the public website does not automatically entitle a person or organisation to access Data Services.

5.2 Before production Data Services are enabled, KleipData may require:

• a. verification of the Organisation;
• b. verification of an authorised representative;
• c. execution of the KleipData NDA;
• d. acceptance of these Terms;
• e. completion of any required Data Protection Schedule;
• f. information regarding the intended purpose of the Services;
• g. approval of requested datasets or service capabilities;
• h. confirmation of legal, regulatory or organisational authority;
• i. payment arrangements; and
• j. any further information reasonably necessary to satisfy legal, contractual, security or Supplier requirements.

5.3 A Customer must execute the KleipData NDA before receiving production Data Services unless KleipData expressly confirms otherwise in writing.

5.4 KleipData may refuse an application or decline to enable a particular Service or dataset where KleipData reasonably considers that:

• a. the proposed use is unlawful;
• b. the Customer has not demonstrated an appropriate purpose;
• c. the proposed use falls outside KleipData’s Supplier rights;
• d. required information has not been supplied;
• e. the use presents an unacceptable fraud, security or privacy risk; or
• f. KleipData is required to do so by law, regulation, a competent authority or a Supplier.

6.1 The Organisation is the primary commercial, security and data-governance boundary within KleipData.

6.2 Users, applications, Searches, cases, Service Data, Usage, billing, entitlements, API credentials, audit records and retention settings may be associated with the Organisation.

6.3 The Organisation is responsible for all activity carried out through its Account by:

• a. Authorised Users;
• b. Organisation administrators;
• c. developers;
• d. API Applications;
• e. API Credentials; and
• f. systems operating using credentials issued to the Organisation.

6.4 The Customer must promptly disable or remove access for any person who is no longer authorised.

6.5 The Customer must maintain appropriate internal controls over administrator permissions.

7.1 Access is limited to Authorised Users.

7.2 Each human user must use their own user account unless KleipData expressly supports an alternative service-account model.

7.3 Login credentials must not be shared.

7.4 The Customer is responsible for ensuring that Authorised Users:

• a. understand these Terms;
• b. use the Services only for authorised organisational purposes;
• c. comply with the Customer’s internal policies;
• d. protect credentials;
• e. access only information required for their role; and
• f. comply with applicable Data Protection Laws.

7.5 KleipData may support roles such as Organisation Administrator, Developer, Investigator, Compliance, Billing and Read Only.

7.6 The availability of a role does not by itself grant access to a dataset. Dataset access remains subject to the Organisation’s entitlements.

8.1 Subject to the Agreement and payment of applicable fees, KleipData grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the Agreement to access and use the Services for its internal organisational purposes and other expressly permitted purposes.

8.2 The licence does not transfer ownership of:

• a. the KleipData Platform;
• b. Documentation;
• c. underlying databases;
• d. Supplier datasets;
• e. database rights;
• f. software;
• g. algorithms;
• h. APIs;
• i. trade marks; or
• j. other intellectual property.

8.3 Rights in Service Data are governed by the Data Use Schedule.

9.1 Access to individual Services is entitlement-based.

9.2 An Organisation may be enabled for some services and not others.

9.3 Payment for one Service does not create an entitlement to another Service.

9.4 KleipData may restrict access according to:

• a. Service Plan;
• b. Order Form;
• c. dataset;
• d. role;
• e. API scope;
• f. environment;
• g. Usage limit;
• h. contractual status;
• i. lawful purpose;
• j. geographical restriction;
• k. Supplier requirement; or
• l. compliance approval.

9.5 A user or API Application must not attempt to circumvent an entitlement restriction.

10.1 The Customer must use the Data Services only for legitimate organisational purposes.

10.2 KleipData may require the Customer to provide a purpose, case reference, customer reference or other contextual information before conducting a Search.

10.3 Where required by the Platform, the Customer must provide truthful and sufficiently specific purpose information.

10.4 The Customer must not enter an artificial, misleading or generic purpose merely to circumvent a purpose requirement.

10.5 Recording a purpose in KleipData does not itself establish that the purpose is lawful.

10.6 The Customer remains responsible for determining its lawful authority to process personal data.

11.1 Subject to these Terms, the Customer may receive Service Data through:

• a. interactive Searches;
• b. saved cases;
• c. reports;
• d. exports;
• e. API responses;
• f. bulk or enrichment services expressly enabled for the Customer; or
• g. other authorised Platform functions.

11.2 Service Data may include current, historical, inferred, matched, linked, aggregated or observed information.

11.3 The Customer must distinguish between:

• a. verified facts;
• b. historical records;
• c. observations;
• d. matches;
• e. associations;
• f. inferences; and
• g. verification outcomes.

11.4 An association between two individuals must not automatically be interpreted as establishing a family, domestic, financial or other legal relationship.

11.5 For example, evidence that two individuals were observed at the same address may establish an address association but does not, without further evidence, establish that they are spouses, partners, relatives or members of the same financial household.

12.1 Service Data may be derived from multiple public, private, licensed and third-party sources.

12.2 Despite reasonable efforts to deliver useful and appropriately represented information, Service Data may be:

• a. historical;
• b. incomplete;
• c. inconsistent;
• d. duplicated;
• e. incorrectly attributed;
• f. out of date;
• g. based upon conflicting sources; or
• h. otherwise inaccurate.

12.3 Search Results are information to assist the Customer’s own enquiries.

12.4 Unless a specific Service expressly states otherwise, a Search Result must not without appropriate verification be treated as conclusive evidence of:

• a. identity;
• b. residence;
• c. ownership;
• d. occupancy;
• e. family relationship;
• f. financial association;
• g. creditworthiness;
• h. eligibility;
• i. legal status;
• j. employment;
• k. criminality;
• l. fraud; or
• m. any other fact carrying significant consequences for an individual.

12.5 The importance of independent verification increases where a decision may materially affect an individual.

12.6 KleipData does not provide legal, regulatory, financial, credit, employment, housing or other professional advice.

12.7 KYC, identity, fraud and compliance Services assist the Customer’s own processes but do not by themselves guarantee that the Customer has satisfied every legal or regulatory obligation applicable to it.

13.1 The Customer is responsible for ensuring that its use of Service Data complies with Data Protection Laws.

13.2 Before accessing personal data through the Services, the Customer must identify and, where required, document an appropriate lawful basis.

13.3 Where special category personal data or criminal offence data is processed, the Customer must also establish any additional condition required by law.

13.4 Depending upon the circumstances, a Customer may rely upon a lawful basis including:

• a. legal obligation;
• b. public task;
• c. contract;
• d. legitimate interests;
• e. recognised legitimate interests where the statutory conditions genuinely apply;
• f. consent where appropriate; or
• g. another basis permitted by law.

13.5 KleipData does not determine the Customer’s lawful basis merely by allowing access to a Service.

13.6 The Customer is responsible for:

• a. fairness;
• b. transparency;
• c. purpose limitation;
• d. data minimisation;
• e. accuracy;
• f. retention;
• g. security;
• h. data-subject rights;
• i. DPIAs where required; and
• j. any other obligations arising from its own use of the data.

13.7 Where the Customer obtains information about an individual through KleipData rather than directly from that individual, the Customer must comply with applicable transparency obligations unless a lawful exemption applies.

14.1 The parties’ data protection roles depend upon the relevant processing activity.

14.2 KleipData normally acts as controller in relation to:

• a. customer-account administration;
• b. website enquiries;
• c. billing;
• d. security monitoring;
• e. fraud prevention;
• f. Service administration; and
• g. its own legal and compliance records.

14.3 Where KleipData processes Customer Personal Data solely on documented instructions from the Customer, KleipData will act as processor to the extent specified in the applicable Data Protection Schedule.

14.4 In relation to Service Data sourced, licensed and supplied through KleipData’s own data-supply arrangements, KleipData and the Customer may each act as an independent controller for their respective processing unless a Data Protection Schedule expressly states otherwise.

14.5 Nothing in these Terms changes the parties’ legal status where Data Protection Laws determine that status differently.

15.1 Subject to the Customer’s Service Plan, the Data Use Schedule, Dataset-Specific Terms and applicable law, the Customer may retain Service Data lawfully obtained through the Services.

15.2 Permitted retention may include:

• a. saving information to a case;
• b. retaining an evidential snapshot;
• c. retaining reports;
• d. exporting authorised information;
• e. integrating authorised information into the Customer’s CRM, case-management or other internal systems; and
• f. retaining information through the Customer’s own API-connected systems.

15.3 Permission under the Agreement to retain Service Data does not create a lawful basis to retain personal data indefinitely.

15.4 The Customer must establish and apply appropriate retention periods.

15.5 The Customer should delete or anonymise personal data when it is no longer required for the relevant purpose unless continued retention is otherwise lawful.

15.6 KleipData may provide configurable retention controls, but configuration of those controls remains the Customer’s responsibility.

16.1 The parties acknowledge that Confidential Information and Service Data are distinct categories.

16.2 Confidential Information may include:

• a. non-public API information;
• b. internal technical documentation;
• c. security arrangements;
• d. architecture;
• e. credentials;
• f. proprietary methods;
• g. non-public commercial terms;
• h. Supplier information identified as confidential;
• i. wholesale arrangements; and
• j. other information which a reasonable person would understand to be confidential.

16.3 Service Data includes information lawfully delivered to the Customer as part of the Services.

16.4 An obligation to return or destroy Confidential Information upon termination does not automatically require destruction of Service Data which the Customer is lawfully permitted to retain.

16.5 Service Data retained after termination remains subject to:

• a. applicable law;
• b. the Data Use Schedule;
• c. Dataset-Specific Terms;
• d. confidentiality requirements where applicable; and
• e. the Customer’s continuing data-protection obligations.

17.1 Subject to entitlement and applicable law, Service Data may be used for legitimate internal organisational purposes including:

• a. identity verification;
• b. residency and address verification;
• c. historic address enquiries;
• d. fraud prevention and investigation;
• e. KYC and due-diligence workflows;
• f. customer or applicant verification;
• g. public administration;
• h. statutory or public functions;
• i. housing and casework functions;
• j. debt or asset enquiries where lawful;
• k. property and ownership research;
• l. business and corporate due diligence;
• m. litigation, claims or enforcement activity where lawfully authorised;
• n. safeguarding where legally appropriate;
• o. internal risk-management processes;
• p. authorised enrichment of Customer records;
• q. CRM and case-management integration; and
• r. other purposes expressly approved by KleipData.

17.2 Availability of a capability does not mean that every Customer is entitled to use it for every purpose.

18.1 The Customer must not use the Services or Service Data:

• a. unlawfully;
• b. fraudulently;
• c. to impersonate another person;
• d. to facilitate identity theft;
• e. to harass, stalk, intimidate or threaten a person;
• f. to facilitate domestic abuse or coercive control;
• g. to locate a vulnerable individual for an improper purpose;
• h. to publish personal information for harassment or "doxxing";
• i. to discriminate unlawfully;
• j. to circumvent statutory rights or protections;
• k. for an unauthorised personal dispute;
• l. for personal curiosity;
• m. to obtain information without a genuine and lawful organisational purpose;
• n. to establish a competing data repository;
• o. to systematically reproduce a Supplier database;
• p. to sell or redistribute Service Data unless an Order Form expressly grants reseller rights;
• q. to remove required copyright, database-right or source notices;
• r. to breach licence restrictions applicable to a dataset;
• s. to conduct unauthorised surveillance;
• t. to enable phishing, spam or social engineering;
• u. to create misleading or defamatory material;
• v. to circumvent security or access controls;
• w. to attempt unauthorised access to another Organisation’s data;
• x. to test vulnerabilities without prior written authorisation; or
• y. in any other manner prohibited by the Acceptable Use Policy.

18.2 KleipData may immediately suspend a user, credential, dataset or Account where it reasonably suspects prohibited use.

19.1 Service Data must not be used as the sole source for creating mass direct-marketing lists unless:

• a. the applicable Service is expressly licensed for that purpose;
• b. Dataset-Specific Terms permit it; and
• c. the Customer has complied with applicable Data Protection Laws and direct-marketing requirements.

19.2 Access to contact information does not of itself constitute consent to marketing.

20.1 Where Service Data contributes to a decision having a legal or similarly significant effect upon an individual, the Customer must apply an appropriate level of verification, governance and human oversight.

20.2 The Customer must comply with applicable rules governing automated decision-making and profiling.

20.3 Where legally required, the Customer must provide appropriate safeguards including mechanisms for:

• a. providing information about a significant automated decision;
• b. allowing representations;
• c. obtaining meaningful human intervention; and
• d. contesting a decision.

20.4 KleipData does not authorise unlawful automated decision-making merely by making an API or Search Result available.

21.1 If the Customer becomes aware that Service Data may be materially inaccurate or misleading, it should take reasonable steps appropriate to its intended use.

21.2 The Customer must not knowingly continue relying on information that it knows to be materially inaccurate.

21.3 Where appropriate, KleipData may provide facilities or processes to:

• a. report suspected inaccuracies;
• b. identify disputed information;
• c. investigate source records;
• d. update data;
• e. annotate an evidential record; or
• f. refer the matter to a Supplier.

21.4 Historical information is not necessarily inaccurate merely because circumstances have subsequently changed.

22.1 Automated access is permitted only through APIs, bulk Services or other mechanisms expressly authorised by KleipData.

22.2 The Customer must not scrape, crawl, robotically interrogate or automate interaction with the human-facing portal unless KleipData expressly authorises that method.

22.3 API use is subject to Schedule 2.

22.4 API access may be separately enabled from portal access.

22.5 An Organisation may have portal access without API access.

23.1 API Credentials must be treated as confidential authentication secrets.

23.2 Production API Credentials belong to the Organisation or the relevant API Application rather than the individual employee who created them.

23.3 KleipData may support personal sandbox credentials that remain associated with an individual user.

23.4 The Customer must:

• a. store credentials securely;
• b. never publish them in public code repositories;
• c. avoid embedding secret credentials in public client-side applications;
• d. rotate credentials where compromise is suspected;
• e. revoke credentials no longer required; and
• f. immediately notify KleipData of suspected compromise.

23.5 The Customer is responsible for Usage generated using its valid credentials until KleipData has been notified of compromise and has had a reasonable opportunity to revoke or disable the affected credential.

24.1 The Customer is responsible for its own systems, networks, integrations and software.

24.2 KleipData is not responsible for failures caused by:

• a. Customer code;
• b. incompatible software;
• c. incorrect API implementation;
• d. Customer infrastructure;
• e. Customer network failure;
• f. unsupported third-party applications;
• g. incorrect credentials;
• h. Customer configuration; or
• i. systems outside KleipData’s reasonable control.

24.3 Integration assistance supplied by KleipData does not transfer responsibility for the Customer’s production environment unless expressly agreed in an Order Form.

25.1 The Customer retains ownership of Customer Content to the extent it owns that material.

25.2 The Customer grants KleipData a non-exclusive licence to process Customer Content to the extent necessary to:

• a. provide the Services;
• b. perform Searches;
• c. produce requested reports;
• d. provide support;
• e. secure and administer the Platform;
• f. comply with law; and
• g. perform the Agreement.

25.3 The Customer warrants that it is authorised to provide Customer Content to KleipData for the relevant purpose.

25.4 The Customer must not upload information that is unnecessary for the requested Service.

26.1 Where a Service Plan permits customer branding or a white-labelled environment, the Customer grants KleipData a limited licence to display approved Customer:

• a. names;
• b. logos;
• c. colours;
• d. domains;
• e. support information; and
• f. other supplied branding,

solely for delivery of the relevant Customer environment.

26.2 The Customer warrants that it has the rights necessary to authorise such use.

26.3 White-labelling does not transfer ownership of the KleipData Platform.

26.4 A Customer must not suggest that any underlying Supplier sponsors or endorses the Customer unless expressly authorised.

27.1 KleipData or its licensors retain all rights in:

• a. the Platform;
• b. software;
• c. APIs;
• d. interface designs;
• e. Documentation;
• f. schemas;
• g. workflows;
• h. reports and report templates, excluding Customer-specific data;
• i. trade marks;
• j. branding;
• k. technical methods; and
• l. other intellectual property.

27.2 The Customer must not:

• a. copy the Platform except as permitted by law;
• b. reverse engineer it except where a statutory right cannot lawfully be excluded;
• c. attempt to derive source code;
• d. reproduce protected Documentation for external distribution;
• e. remove proprietary notices;
• f. use KleipData trade marks without permission; or
• g. create a competing service through systematic extraction of the Services.

28.1 Certain Service Data may be subject to copyright, database rights, contractual rights or licence conditions owned by third parties.

28.2 Service Data is licensed for use rather than sold to the Customer.

28.3 Dataset-Specific Terms may impose additional requirements concerning:

• a. storage;
• b. redistribution;
• c. attribution;
• d. access territory;
• e. permitted purposes;
• f. enquiry limits;
• g. export;
• h. retention;
• i. security; or
• j. publication.

28.4 Where a Dataset-Specific Term is presented to the Customer before use, continued use of that dataset constitutes acceptance of that term.

28.5 KleipData may enforce Supplier restrictions where required by its contractual obligations.

29.1 KleipData may use one or more Suppliers in delivering the Services.

29.2 The Customer is not entitled to disclosure of:

• a. confidential Supplier contracts;
• b. wholesale prices;
• c. provider credentials;
• d. proprietary mappings;
• e. confidential technical architecture; or
• f. information KleipData is contractually required to protect.

29.3 Nothing prevents KleipData from making disclosures required by applicable law.

30.1 Data sources and Supplier services may change over time.

30.2 KleipData may:

• a. add new sources;
• b. replace sources;
• c. discontinue a source;
• d. alter orchestration methods;
• e. modify interfaces;
• f. improve matching methods; or
• g. modify functionality,

provided that KleipData does not materially reduce a paid Service during an agreed fixed term without a reasonable commercial basis or appropriate remedy.

30.3 KleipData does not guarantee perpetual availability of a particular third-party dataset.

31.1 Sandbox Services are intended for development and testing.

31.2 Sandbox information may be synthetic, simulated, altered or otherwise non-production information.

31.3 Customers must not assume that sandbox responses represent real individuals.

31.4 Sandbox environments may have different:

• a. limits;
• b. latency;
• c. availability;
• d. functionality; and
• e. data characteristics

from Production Environments.

31.5 Unless expressly stated otherwise, sandbox Usage does not create an entitlement to production data.

32.1 The Customer must pay the fees stated in:

• a. the applicable Pricing page;
• b. Order Form;
• c. online checkout;
• d. Service Plan; or
• e. other agreed commercial document.

32.2 Fees may consist of:

• a. monthly access fees;
• b. per-user charges;
• c. usage-based charges;
• d. API charges;
• e. Search charges;
• f. verification charges;
• g. report charges;
• h. bulk-processing charges;
• i. implementation charges; or
• j. other agreed fees.

32.3 Unless stated otherwise, quoted business prices are exclusive of VAT and other applicable taxes.

32.4 The Customer must pay any applicable VAT in addition to the fees.

33.1 Unless otherwise stated in the applicable Order Form, Service Plan, quotation or ordering process, a Customer’s Services may be subject to an initial minimum term of 90 days beginning on the date the relevant paid Services are activated ("Initial Minimum Term").

33.2 Where an Initial Minimum Term applies, the Customer remains responsible for all fees and other charges falling due during that Initial Minimum Term, notwithstanding any earlier request to cancel.

33.3 Following expiry of the Initial Minimum Term, the Services will continue on a monthly rolling basis unless:

• a. an Order Form specifies a different renewal period;
• b. the parties agree a different contractual term; or
• c. the Agreement is terminated in accordance with these Terms.

33.4 The Customer may cancel the Services by giving KleipData not less than 30 days’ notice.

33.5 A Customer may give cancellation notice during the Initial Minimum Term. However, termination will not take effect before the later of:

• a. the expiry of the Initial Minimum Term; and
• b. the expiry of the 30-day cancellation notice period.

33.6 For example, where a 90-day Initial Minimum Term applies:

• a. notice given sufficiently early during the Initial Minimum Term may take effect at the end of the 90-day Initial Minimum Term, provided at least 30 days’ notice has been given; and
• b. notice given fewer than 30 days before the end of the Initial Minimum Term will take effect 30 days after the notice is received.

33.7 Cancellation notice must be submitted through:

• a. any cancellation facility made available within the Customer Portal;
• b. the cancellation or account-management process notified to the Customer; or
• c. another written method accepted by KleipData.

33.8 Cancellation does not retrospectively cancel:

• a. Searches already performed;
• b. API Usage already incurred;
• c. verification or other transaction charges already incurred;
• d. implementation or professional-services charges already incurred; or
• e. any other fees that became payable before the effective termination date.

33.9 The Customer remains entitled to use the paid Services, subject to these Terms, until the effective cancellation date unless the Services have been suspended or terminated under another provision of the Agreement.

33.10 Fees continue to accrue until the effective cancellation date.

33.11 Unless otherwise expressly stated in an Order Form, fees already paid are not refundable solely because the Customer ceases using the Services before the effective cancellation date.

33.12 Custom, enterprise, public-sector, procurement, implementation or separately negotiated agreements may have:

• a. a longer minimum term;
• b. a different renewal period;
• c. a different notice period; or
• d. other termination arrangements,

where these are expressly stated in the applicable Order Form.

33.13 Nothing in this clause affects either party’s right to terminate the Agreement for material breach or another reason expressly permitted elsewhere in these Terms.

34.1 Usage-based charges accrue when the relevant Service is used.

34.2 A single Customer transaction may cause more than one underlying operation where the requested Service requires multiple data or verification operations.

34.3 KleipData may present Usage at either:

• a. Customer-service level;
• b. transaction level;
• c. underlying unit level; or
• d. a combination of these.

34.4 Usage records maintained by the Platform will be prima facie evidence of Usage unless the Customer demonstrates a material error.

34.5 The Customer should report a disputed Usage item promptly.

35.1 Fees are payable using the payment method or invoicing arrangements agreed with the Customer.

35.2 Where recurring payment has been authorised, KleipData may collect fees at each renewal.

35.3 The Customer must maintain valid billing details.

35.4 KleipData may suspend paid Services where an amount remains overdue after reasonable notice.

35.5 Suspension for non-payment does not extinguish sums already due.

36.1 Charges for Services already consumed, Searches already performed or Usage already incurred are normally non-refundable except where:

• a. required by law;
• b. KleipData agrees otherwise; or
• c. an Order Form expressly provides a refund right.

36.2 Cancellation of a monthly plan does not normally create a pro-rata refund for the remaining part of a paid billing period.

36.3 Nothing in this clause prevents KleipData from issuing a discretionary credit or refund where it considers that appropriate.

37.1 KleipData may change standard published prices.

37.2 Where a price change affects an existing monthly Service Plan, KleipData will normally provide at least 30 days’ notice before the new price takes effect.

37.3 A Customer may cancel a monthly Service Plan before the new price applies.

37.4 A price expressly fixed for a contractual fixed term will not change during that term except where:

• a. the Order Form allows adjustment;
• b. tax changes;
• c. scope changes;
• d. the Customer requests additional Services; or
• e. the parties otherwise agree.

38.1 KleipData provides support for the Services.

38.2 Standard support availability is:

24 hours a day, 7 days a week.

38.3 Support may be available through:

• a. live chat;
• b. email; and
• c. telephone on request.

38.4 Support email:

support@kleipdata.co.uk

38.5 All valid Support Requests are subject to KleipData’s four-hour resolution commitment.

38.6 For the purpose of the support commitment, a Support Request will be treated as resolved where:

• a. the issue has been corrected;
• b. normal Service has been restored;
• c. a reasonable workaround has restored the Customer’s ability to perform the affected function; or
• d. KleipData has established that the issue depends upon Customer or third-party action and has provided the next action reasonably required to progress the matter.

38.7 The four-hour period is paused while KleipData is reasonably awaiting:

• a. information requested from the Customer;
• b. Customer access or approval;
• c. Customer testing;
• d. action by a Customer-controlled third party; or
• e. another dependency which the Customer is responsible for progressing.

38.8 The four-hour commitment does not apply to:

• a. feature requests;
• b. bespoke development;
• c. requests for new integrations;
• d. new dataset enablement;
• e. commercial enquiries;
• f. procurement enquiries;
• g. matters outside the supported Service;
• h. Force Majeure Events; or
• i. circumstances where continued investigation would itself create a security or legal risk.

38.9 No automatic financial service credit arises from this clause unless an Order Form expressly provides one.

39.1 KleipData will use reasonable skill and care in providing the Services.

39.2 Technology and data services cannot practically be guaranteed to operate without interruption or error at all times.

39.3 KleipData may perform planned or emergency maintenance.

39.4 Where reasonably practicable, KleipData will give notice of planned maintenance likely to cause material Service interruption.

39.5 Emergency maintenance may be carried out without advance notice where necessary to protect:

• a. security;
• b. data;
• c. users;
• d. infrastructure;
• e. legal compliance; or
• f. Service integrity.

40.1 The Services may depend upon third parties including:

• a. data licensors;
• b. infrastructure providers;
• c. cloud providers;
• d. communications networks;
• e. authentication providers;
• f. payment providers;
• g. domain and DNS providers; and
• h. other technology suppliers.

40.2 KleipData is not responsible for a third party’s independent act or omission to the extent it is outside KleipData’s reasonable control.

40.3 KleipData remains responsible for obligations that cannot lawfully or contractually be delegated.

41.1 KleipData will maintain security measures appropriate to the Services and risks involved.

41.2 The Customer must maintain appropriate security for:

• a. user devices;
• b. user accounts;
• c. passwords;
• d. API credentials;
• e. Customer systems;
• f. integrations;
• g. exported Service Data; and
• h. locally retained records.

41.3 The Customer must promptly notify KleipData of:

• a. suspected credential compromise;
• b. unauthorised Account access;
• c. suspected cross-tenant access;
• d. accidental disclosure of Service Data;
• e. security vulnerabilities affecting KleipData; or
• f. other security incidents relevant to the Services.

41.4 The Customer must not knowingly include passwords, API secret keys or other authentication secrets in ordinary support requests.

42.1 KleipData may maintain audit records relating to use of the Services.

42.2 Records may include:

• a. request identifier;
• b. Organisation;
• c. Authorised User or API Application;
• d. Service used;
• e. stated purpose;
• f. case reference;
• g. timestamp;
• h. source IP;
• i. result status;
• j. Usage;
• k. export event;
• l. authentication event; and
• m. relevant Supplier transaction reference.

42.3 Audit data may be retained for:

• a. security;
• b. billing;
• c. Supplier reconciliation;
• d. regulatory compliance;
• e. fraud detection;
• f. contractual enforcement; and
• g. investigation of complaints or misuse.

42.4 Audit logs should not be interpreted as requiring KleipData to retain unrestricted copies of every underlying Search Result indefinitely.

43.1 KleipData may conduct reasonable compliance reviews where:

• a. unusual Usage is detected;
• b. high-risk datasets are used;
• c. a complaint is received;
• d. misuse is suspected;
• e. a Supplier reasonably requires confirmation;
• f. a competent authority requests information; or
• g. KleipData is required to demonstrate compliance with its licensing arrangements.

43.2 KleipData may reasonably request information demonstrating:

• a. the Customer’s identity;
• b. intended purpose;
• c. relevant statutory power;
• d. lawful basis;
• e. internal authorisation;
• f. retention policy;
• g. security controls; or
• h. another matter relevant to lawful access.

43.3 The Customer must provide reasonable cooperation.

43.4 KleipData will not require disclosure of legally privileged information unless disclosure is legally required.

44.1 KleipData may suspend all or part of the Services immediately where reasonably necessary because of:

• a. suspected unlawful use;
• b. suspected fraud;
• c. security risk;
• d. credential compromise;
• e. material breach of these Terms;
• f. failure to pay;
• g. a Supplier restriction;
• h. an order or request from a court, regulator or competent authority;
• i. a data-protection concern;
• j. excessive or abusive Usage;
• k. an attempt to circumvent access controls; or
• l. a threat to the Platform or another customer.

44.2 Where circumstances permit, KleipData will explain the reason for suspension and the steps required for reinstatement.

44.3 KleipData does not have to provide advance notice where notice would:

• a. create additional risk;
• b. breach law;
• c. compromise an investigation; or
• d. prevent urgent protective action.

45.1 A Customer on a monthly rolling Service Plan may terminate in accordance with clause 33.

45.2 A Customer with a fixed-term Order Form may terminate according to that Order Form.

45.3 The Customer may terminate for material breach by KleipData where:

• a. the breach is capable of remedy; and
• b. KleipData fails to remedy it within 30 days after receiving reasonable written notice specifying the breach.

46.1 KleipData may terminate an Agreement immediately where:

• a. the Customer commits a serious unlawful use of Service Data;
• b. the Customer deliberately circumvents security controls;
• c. the Customer uses the Services for fraud, harassment, identity theft or another prohibited purpose;
• d. continued supply would breach law or a binding Supplier restriction;
• e. the Customer becomes insolvent;
• f. required authorisation is withdrawn; or
• g. another breach is incapable of remedy.

46.2 For other material breaches, KleipData may terminate if the Customer fails to remedy the breach within a reasonable period specified in notice.

47.1 On termination:

• a. the Customer’s right to conduct new Searches ends;
• b. API Credentials may be revoked;
• c. portal access may be disabled;
• d. unpaid charges remain payable; and
• e. rights intended to survive termination continue.

47.2 Termination does not automatically require the Customer to erase every item of Service Data lawfully obtained before termination.

47.3 Service Data may continue to be retained where:

• a. these Terms permit it;
• b. Dataset-Specific Terms permit it; and
• c. the Customer continues to have a lawful basis and legitimate retention requirement.

47.4 Confidential Platform information that the Customer is required to return or destroy under an NDA remains subject to that NDA.

47.5 Customer Personal Data processed by KleipData as a processor will be returned or deleted in accordance with the applicable Data Protection Schedule.

47.6 KleipData may retain:

• a. invoices;
• b. Usage records;
• c. audit information;
• d. security records;
• e. contractual records; and
• f. information required for legal or regulatory purposes

for an appropriate period after termination.

48.1 Once the Customer exports or integrates Service Data into a Customer-controlled system, the Customer is responsible for:

• a. access control;
• b. security;
• c. retention;
• d. lawful processing;
• e. accuracy management;
• f. onward disclosure; and
• g. deletion from that system.

48.2 Deleting information from KleipData does not automatically delete copies previously exported by the Customer.

49.1 Each party must protect the other party’s Confidential Information.

49.2 Confidential Information may be disclosed only to personnel, professional advisers, contractors and service providers who:

• a. need the information for the Agreement; and
• b. are subject to appropriate confidentiality obligations.

49.3 Confidential Information does not include information which the receiving party can demonstrate:

• a. was lawfully known without restriction;
• b. becomes public through no breach;
• c. was independently developed;
• d. was lawfully received from another source without confidentiality obligation; or
• e. is required to be disclosed by law.

49.4 Where disclosure is legally required, the receiving party should, where legally permitted, provide reasonable notice before disclosure.

49.5 Separate NDA obligations continue according to the terms of the NDA.

50.1 Where a Customer is subject to the Freedom of Information Act 2000, Environmental Information Regulations 2004 or similar transparency legislation, nothing in these Terms requires that Customer to act unlawfully.

50.2 Where legally permitted, the Customer should consult KleipData before disclosing KleipData Confidential Information in response to such a request.

50.3 KleipData acknowledges that the final decision on statutory disclosure may legally belong to the relevant public authority.

51.1 Each party warrants that it has authority to enter into the Agreement.

51.2 KleipData warrants that it will provide the Services with reasonable skill and care.

51.3 Except as expressly stated:

• a. the Services are not warranted to be uninterrupted;
• b. Search Results are not warranted to be complete or error-free;
• c. a match does not guarantee identity;
• d. an association does not guarantee a legal or family relationship;
• e. historic data does not guarantee current circumstances; and
• f. use of the Services does not guarantee legal or regulatory compliance.

51.4 All warranties implied by law are excluded to the fullest extent lawfully permitted in a business-to-business contract.

52.1 The Customer warrants that:

• a. it will use the Services lawfully;
• b. it has authority to submit Customer Content;
• c. it will not knowingly make false purpose declarations;
• d. it will apply appropriate data-protection controls;
• e. it will not resell the Services unless expressly authorised;
• f. it will protect credentials;
• g. it will not knowingly infringe third-party rights; and
• h. its Authorised Users will comply with the Agreement.

53.1 If a third party claims that the unmodified KleipData Platform infringes its UK intellectual property rights, KleipData may at its option:

• a. obtain a continuing right for the Customer to use the affected component;
• b. replace it;
• c. modify it so that it is non-infringing without materially reducing functionality; or
• d. discontinue the affected component and refund any appropriate prepaid unused fee relating specifically to it.

53.2 This clause does not apply to infringement caused by:

• a. Customer Content;
• b. Customer modifications;
• c. unauthorised combinations;
• d. use outside the Documentation; or
• e. continued use after KleipData has provided a non-infringing replacement.

54.1 Subject to the liability provisions below, the Customer will indemnify KleipData against third-party claims, regulatory claims, losses and reasonable costs to the extent directly caused by:

• a. unlawful Customer use of Service Data;
• b. deliberate prohibited use under clause 18;
• c. Customer Content that infringes third-party rights;
• d. unauthorised onward sale or redistribution of Service Data; or
• e. the Customer’s material breach of Data Protection Laws in its independent use of Service Data.

54.2 KleipData must:

• a. notify the Customer reasonably promptly;
• b. avoid making an admission that materially prejudices the defence;
• c. provide reasonable cooperation; and
• d. allow the Customer reasonable control of the defence where appropriate.

55.1 Subject to clause 57, neither party will be liable for:

• a. loss of profit;
• b. loss of anticipated savings;
• c. loss of opportunity;
• d. loss of goodwill;
• e. indirect loss;
• f. consequential loss; or
• g. punitive or exemplary damages,

to the extent such losses are legally capable of exclusion.

55.2 This does not exclude direct charges reasonably incurred in restoring data or systems where such loss is otherwise recoverable under the Agreement.

56.1 Subject to clause 57, KleipData’s total aggregate liability arising out of or in connection with the Agreement in any rolling 12-month period will not exceed 100% of the fees paid or payable by the Customer to KleipData during that 12-month period.

56.2 Where a claim concerns:

• a. breach of confidentiality;
• b. a personal-data breach for which KleipData is legally responsible; or
• c. the intellectual-property obligations in clause 53,

the aggregate cap will instead be 200% of the fees paid or payable during the relevant 12-month period.

56.3 If the Customer has used a paid Service for less than 12 months, the cap will be calculated using the fees paid or payable during the period of paid use.

56.4 An Order Form may expressly specify a different liability cap.

57.1 Nothing in the Agreement excludes or limits liability for:

• a. death or personal injury caused by negligence;
• b. fraud;
• c. fraudulent misrepresentation;
• d. the Customer’s obligation to pay properly due charges; or
• e. any other liability that cannot lawfully be excluded or limited.

58.1 Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control.

58.2 Such events may include:

• a. natural disasters;
• b. fire;
• c. flood;
• d. war;
• e. terrorism;
• f. civil disorder;
• g. widespread telecommunications failure;
• h. power-grid failure;
• i. government action;
• j. industrial action not limited to the affected party’s own workforce;
• k. widespread cloud or internet failure;
• l. failure of an essential Supplier beyond reasonable control; or
• m. a significant cyber incident despite reasonable protective measures.

58.3 The affected party must use reasonable efforts to mitigate the impact.

59.1 KleipData may update these Terms to reflect:

• a. changes in law;
• b. regulatory guidance;
• c. new Services;
• d. security requirements;
• e. Supplier obligations;
• f. improvements to the Platform; or
• g. reasonable commercial changes.

59.2 Material changes affecting existing paid Customers will normally be notified in advance.

59.3 Urgent changes required for security, legal or regulatory reasons may take effect immediately.

59.4 Where a material non-urgent change significantly disadvantages a Customer on a monthly rolling plan, the Customer may cancel before the change takes effect.

59.5 The current version and the date these Terms were last updated will be displayed with the Terms.

60.1 KleipData may send operational communications concerning:

• a. Accounts;
• b. security;
• c. billing;
• d. Service availability;
• e. contractual changes;
• f. Usage;
• g. API changes;
• h. support; or
• i. compliance.

60.2 Operational communications are not marketing merely because they are sent electronically.

60.3 Marketing communications are governed separately by applicable law and the KleipData Privacy Policy.

61.1 Contractual notices to the Customer may be sent to:

• a. the Organisation administrator;
• b. the billing contact;
• c. the email address associated with the Account; or
• d. another nominated contractual contact.

61.2 Notices to KleipData may be sent to:

support@kleipdata.co.uk

and, where formal postal notice is appropriate:

Computerko Limited 27 Old Gloucester Street London WC1N 3AX United Kingdom.

61.3 A notice relating to legal proceedings must comply with applicable procedural law and is not deemed valid merely because an ordinary support request was submitted.

62.1 The Customer may not assign the Agreement without KleipData’s prior written consent, which will not be unreasonably withheld in connection with a genuine corporate reorganisation or transfer of business.

62.2 KleipData may assign or transfer the Agreement:

• a. to an affiliate;
• b. as part of a corporate reorganisation;
• c. as part of a sale of the relevant business; or
• d. to a successor to the KleipData business,

provided that the transfer does not materially reduce the Customer’s contractual rights.

63.1 KleipData may use subcontractors and Suppliers to provide the Services.

63.2 KleipData remains responsible for its contractual obligations to the extent provided by the Agreement.

63.3 Sub-processors handling Customer Personal Data on behalf of the Customer are governed by the applicable Data Protection Schedule.

64.1 Except as provided in clause 64.2, a person who is not a party to the Agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

64.2 A Supplier or data licensor may enforce a Dataset-Specific Term expressly stated to be for that Supplier’s benefit.

64.3 The parties may amend or terminate the Agreement without the consent of any such third party unless an applicable Dataset-Specific Term expressly provides otherwise.

65.1 The Agreement does not create:

• a. a partnership;
• b. joint venture;
• c. fiduciary relationship;
• d. employment relationship; or
• e. agency relationship

between KleipData and the Customer.

65.2 Neither party may bind the other except as expressly agreed.

66.1 The Agreement constitutes the entire agreement between the parties concerning its subject matter.

66.2 Each party acknowledges that it has not relied upon a statement not included in the Agreement, except that nothing excludes liability for fraud or fraudulent misrepresentation.

67.1 A failure or delay in enforcing a right does not waive that right.

67.2 A waiver applies only to the specific circumstances in which it is given.

68.1 If any provision is found invalid or unenforceable, the remaining provisions continue in effect.

68.2 The invalid provision will, where legally possible, be interpreted or modified to achieve as nearly as possible its intended commercial effect.

69.1 The Agreement and any non-contractual obligations arising from it are governed by the laws of England and Wales.

70.1 The courts of England and Wales have exclusive jurisdiction over disputes arising from or connected with the Agreement.

70.2 Nothing prevents either party from seeking urgent injunctive or protective relief where appropriate.